Home Shareholders and Investors Corporate Governance Committees under the Board of Directors Strategy and Development Committee

Strategy Committee

The corporate governance system of PJSC "Rosseti Moscow Region" is formed in accordance with the recommendations of the Corporate Governance Code approved by the decision of the Board of Directors of the Bank of Russia dated 21.03.2014 and recommended for use by the Letter of the Bank of Russia No. 06-52/2463 dated 10.04.2014, the requirements of the existing legislation of the Russian Federation, the Charter and internal documents of the Company, as well as based on the Company's obligations in connection with its business in securities on the Russian stock market.

The Company strives to comply with the principles of corporate governance enshrined in the Corporate Governance Code of the Bank of Russia.

Competence of the Strategy Committee

The competence of the Committee includes preliminary consideration, analysis, and elaboration of recommendations (opinions) on the following issues of competence of the Board of Directors of the Company:

on identifying priority areas of the Company’s activities including approval of the Company's development strategy, the Company's innovative development program and reports on their implementation;
submission to the decision of the General Meeting of shareholders of the Company the issues:

on corporate restructuring;
on increasing the authorized capital of the Company by increasing the nominal value of shares or by placing additional shares;
on reducing the authorized capital of the Company by reducing the nominal value of shares;
on splitting and consolidation of shares of the Company;
on the placement by the Company of bonds convertible into shares and other equity securities convertible into shares of the Company;
on consent to conclude or on subsequent approval of transactions in cases provided for by Article 83 of the Federal Law “On Joint-Stock Companies”;
on consent to conclude or on subsequent approval of major transactions in cases provided for by Article 79 of the Federal Law “On Joint-Stock Companies”;
on participation in financial and industrial groups, associations and other unions of commercial organizations;

the acquisition of shares, bonds and other securities placed by the Company in cases provided for by the Federal Law "On Joint-Stock Companies" or other federal laws;
the alienation (realization) of the Company's shares received by the Company as a result of their acquisition or redemption from the shareholders of the Company, as well as in other cases provided for by the Federal Law “On Joint-Stock Companies”;
recommendations on the rate of the dividend of shares and the procedure for its payment;
approval of internal documents of the Company determining the procedure for the formation and use of the funds of the Company;
making decisions on the use of the funds of the Company; approval of estimates of the use of funds for special-purpose funds and consideration of the results of the implementation of estimates of the use of funds for special-purpose funds;
approval of a business plan (adjusted business plan) and review of a quarterly report on the implementation of the business plan (for the first quarter, first half-year, nine months, reporting year);
on approval of the investment program, including amendments to it and a quarterly report on the results of its implementation (for the first quarter, first half, nine months, reporting year);
establishment of branches and representative offices of the Company, their dissolution;
on the participation of the Company in other organizations (including the approval of constituent documents and candidates for the governing bodies of newly created organizations), as well as changes in the share of participation (number of shares, size of shares), encumbrance of shares and termination of the Company's participation in other organizations, with the exception of decisions on participation within the competence of the General Meeting of shareholders of the Company;
consent to the conclusion or subsequent approval of major transactions in cases provided for by Chapter X of the Federal Law "On Joint-Stock Companies";
determination of the position of the Company (representatives of the Company), including instructions to vote or not to vote on agenda items, vote on draft decisions “for”, “against” or “abstained”, on agenda items of general meetings of shareholders (participants) of subsidiaries and affiliates (hereinafter - SAA), and meetings of the boards of directors of SAA on restructuring and dissolution of SAA;
approval of the methodology for calculating and assessing the implementation of key performance indicators (KPIs) of the General Director of the Company, their target values (adjusted values) and reports on the results of their implementation;
apply for a listing of the shares of the Company and (or) equity securities of the Company convertible into shares of the Company;
risk assessment, as well as establishing an acceptable degree of risk for the Company;
annual consideration of issues of the company, functioning, and effectiveness of risk management systems in the Company;
monitoring compliance of the activities of the executive bodies of the Company with the strategy approved by the Company; hearing reports of the General Director and members of the Management Board of the Company on the implementation of the strategy approved by the Company;
on recommendations regarding the voluntary or mandatory offer received by the Company to acquire the securities of the Company;
approval by the Board of Directors of the Company of internal documents regulating the target areas of the Committee's activities stipulated by clause 1.3 of the Provision;
consideration of other issues related to the target areas of the Committee’s activities stipulated by clause 1.3 of the Provision and issues stipulated by individual instructions of the Board of Directors of the Company.